Unassociated Document


    
      
        Exhibit
          10.10

         

        _________,
          2008

         

        


        Korea
          Milestone Acquisition Corporation

        SoftForum
          Building, 8th Floor

        545-7
          Dogokdong

        Gangnam,
          Seoul, Korea, 135-170

        


        Broadband
          Capital Management

        712
          Fifth
          Avenue, 49th Floor

        New
          York,
          NY 10019

        


        Re:
          Initial
          Public Offering 

         

        Ladies
          and Gentlemen:

         

        This
          letter agreement (this “Letter
          Agreement”)
          is
          being delivered to you in accordance with the Underwriting Agreement (the
          “Underwriting
          Agreement”)
          entered into by and between Korea Milestone Acquisition Corporation, a
          Cayman
          Islands company (the “Company”),
          and
          Broadband Capital Management LLC, as representative of the several underwriters
          (the “Underwriters”),
          relating to an underwritten initial public offering (the “Offering”)
          of the
          Company’s units (the “Units”),
          each
          Unit comprised of one ordinary share of the Company, par value $0.0001
          per share
          (the “Ordinary
          Shares”),
          and
          one warrant exercisable for one Ordinary Share (each, a “Warrant”).
          Certain capitalized terms used herein are defined in Section 12
          hereof.

         

        In
          order
          to induce the Company and the Underwriters to enter into the Underwriting
          Agreement and to proceed with the Offering and for other good and valuable
          consideration, the receipt and sufficiency of which are hereby acknowledged,
          the
          undersigned hereby agrees with the Company and the Underwriters as
          follows:

         

        	1.  	
                If
                  the Company solicits the approval of its shareholders of a Business
                  Combination, the undersigned will (i) vote all Initial Ordinary
                  Shares beneficially owned by him or it in accordance with the majority
                  of
                  the votes cast by the holders of the IPO Shares with respect to
                  a Business
                  Combination or the Extended Period and (ii) vote all IPO Shares that
                  may be acquired by him or it in the IPO or in the aftermarket in
                  favor of
                  a Business Combination and the Extended
                  Period.

              


         

        	2.  	
                In
                  the event that the Company fails to consummate a Business Combination
                  within (x) 18 months of the closing date of the IPO, (y) 24 months
                  of the
                  closing date of the IPO if the Company has not consummated a Business
                  Combination within 18 months of the closing date of the IPO but
                  has
                  entered into a letter of intent, memorandum of understanding, agreement
                  in
                  principle or definitive agreement with respect to a Business Combination
                  within such 18-month period or (z) 36 months from the closing date
                  of the
                  IPO if the Company’s shareholders approve a proposal to extend the period
                  of time to consummate a Business Combination by an additional 12
                  months
                  and public shareholders owning less than 30% of the shares sold
                  in the IPO
                  exercise their conversion rights, the undersigned will, as promptly
                  as
                  possible, (i) cause the Trust Account to be liquidated and distributed
                  to
                  the holders of IPO Shares and (ii) cause the Company to liquidate
                  as soon
                  as reasonably practicable. The undersigned hereby waives any and
                  all
                  right, title, interest or claim of any kind in or to any distribution
                  of
                  the Trust Account and any remaining net assets of the Company held
                  outside
                  of the Trust Account as a result of such liquidation with respect
                  to the
                  Initial Ordinary Shares beneficially owned by him. The undersigned
                  further
                  waives any and all right, title, interest or claim in or to the
                  Trust
                  Account the undersigned may have in the future as a result of,
                  or arising
                  out of, any contracts or agreements with the Company and will not
                  seek
                  recourse against the Trust Account for any reason whatsoever; provided,
                  however, that in the event that the Company fails to consummate
                  a Business
                  Combination and the Trust Account is liquidated and distributed,
                  nothing
                  herein shall prevent the undersigned from participating in the
                  Trust
                  Account pro rata with the other holders of IPO Shares with respect
                  to any
                  IPO Shares purchased by the undersigned as part of the IPO or in
                  the
                  aftermarket. In the event of the liquidation of the Trust Account,
                  the
                  undersigned agrees to indemnify and hold harmless the Company,
                  pro rata
                  based on the undersigned’s beneficial ownership of the Initial Ordinary
                  Shares, against any and all loss, liability, claims, damage and
                  expense
                  whatsoever (including, but not limited to, any and all legal or
                  other
                  expenses reasonably incurred in investigating, preparing or defending
                  against any litigation, whether pending or threatened, or any claim
                  whatsoever) which the Company may become subject as a result of
                  any claim
                  by any vendor or other person or entity who is owed money by the
                  Company
                  for services rendered or contracted for, products sold or contracted
                  for,
                  or by any target business, but only to the extent necessary to
                  ensure that
                  such loss, liability, claim, damage or expense does not reduce
                  the amount
                  of funds in the Trust Account; provided that such indemnity shall
                  not
                  apply (i) if such vendor, person or entity or prospective target
                  business
                  executed an agreement waiving any claims against the Trust Account
                  (even
                  if such waiver is subsequently found to be invalid or unenforceable),
                  or
                  (ii) as to any claims under the Company’s obligation to indemnify the
                  Underwriters against certain liabilities, including liabilities
                  under the
                  Securities Act of 1933, as amended (the “Securities Act”). The undersigned
                  acknowledges and agrees that there will be no distribution from
                  the Trust
                  Account with respect to any warrants or Sponsors’ Warrants, all rights of
                  which will terminate upon the Company’s liquidation. 

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        	3.  	
                The
                  undersigned hereby (a) waives the undersigned’s right to exercise
                  redemption rights with respect to any Ordinary Shares owned or
                  to be owned
                  by the undersigned, directly or indirectly, and (b) agrees that
                  the
                  undersigned will not seek redemption with respect to such Ordinary
                  Shares
                  in connection with any vote to approve (i) the Extended Period,
                  or (ii) a
                  Business Combination.

              


         

        	4.  	
                The
                  undersigned hereby agrees and consents to (i) escrow all of the
                  undersigned’s Initial Ordinary Shares until one (1) year after the date of
                  the consummation of a Business Combination, subject to the terms
                  of an
                  Escrow Agreement, which the Company will enter into with the undersigned
                  and an escrow agent acceptable to the Company, and (ii) execute
                  said
                  Escrow Agreement, in a form acceptable to the Company.
                  

              


         

        	5.  	
                (a)Subject
                  to the pre-existing fiduciary duties of the undersigned, the undersigned
                  agrees that, from the date of the Prospectus until the earliest
                  of the
                  Company’s consummation of its initial Business Combination, the Company’s
                  liquidation, or until such time as the undersigned ceases to be
                  an
                  executive officer or director (as applicable), the undersigned
                  will, and
                  will cause companies or entities under the undersigned’s control to offer
                  to the Company, before pursuing for himself or offering to others,
                  any
                  business combination opportunity presented to the undersigned with
                  a
                  target business (i) that has a fair market value between $79.2
                  million and
                  $400 million, (ii) whose primary operations are located in the
                  Republic of
                  Korea, and (iii) where the opportunity is to acquire at least a
                  controlling interest in the target business (which would be at
                  least a
                  majority of the voting securities of the target business and/or
                  control
                  through contractual arrangements of the target business or the
                  majority of
                  any governing body of the target business). Subject to the pre-existing
                  fiduciary duties of the undersigned, the undersigned has agreed
                  that the
                  undersigned will not, and will cause each other company or entity
                  under
                  the undersigned’s control not to, pursue any such business opportunity
                  other than on the Company’s behalf unless and until the Company’s board of
                  directors, including a majority of the Company’s disinterested independent
                  directors, has determined that the Company will not pursue such
                  opportunity. 

              


         

        (b) The
          undersigned agrees that the undersigned will not organize or become involved
          in
          any other blank check company with a focus on acquiring a target business
          in
          Korea until the Company has entered into a definitive agreement regarding
          its
          initial Business Combination and filed a Report of Foreign Private Issuer
          on
          Form 6-K relating to the initial Business Combination, it being agreed
          and
          understood that the undersigned may, however, organize or become involved
          in
          other blank check companies with a focus other than acquiring a target
          business
          in Korea. 

         

        	6.  	
                The
                  undersigned agrees to serve as a member of the Board of Directors
                  of the
                  Company until the earlier of the consummation by the Company of
                  its
                  initial Business Combination or the liquidation of the Company;
                  provided,
                  however,
                  that nothing herein shall be construed as providing a right of
                  the
                  undersigned to maintain any position if removed by proper corporate
                  action. The undersigned’s biographical information furnished to the
                  Company and the Underwriters and attached hereto as Exhibit
                  A
                  is
                  true and accurate in all material respects, does not omit any material
                  information with respect to the undersigned’s background and contains all
                  of the information required to be disclosed pursuant to Section
                  401 of
                  Regulation S-K, promulgated under the Securities Act of 1933, as
                  amended.
                  The undersigned’s completed questionnaires furnished to the Company and
                  the Underwriters and attached hereto as Exhibit
                  B
                  are true and accurate in all material respects.


              


         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        	7.  	
                The
                  undersigned represents and warrants that the
                  undersigned:

              


         

        (a)  is
          not
          subject to or a respondent in any legal action for, any injunction, cease-and
          desist order or order or stipulation to desist or refrain from any act
          or
          practice relating to the offering of securities in any
          jurisdiction;

         

        (b)  has
          never
          been convicted of or pleaded guilty to any crime (i) involving any fraud
          or (ii)
          relating to any financial transaction or handling of funds of another person
          or
          entity, or (iii) pertaining to any dealings in any securities and the
          undersigned is not currently a defendant in any such criminal proceeding;
          and


         

        (c)  has
          never
          been suspended or expelled from membership in any securities or commodities
          exchange or association or had a securities or commodities license or
          registrations denied, suspended or revoked.

         

        	8.  	
                The
                  undersigned acknowledges and agrees that the Company will not consummate
                  any Business Combination with any entity that is affiliated with
                  any of
                  the Company’s officers, directors or Existing Shareholders, unless the
                  Company obtains an opinion from an independent investment banking
                  firm
                  indicating that the Business Combination is fair to the Company’s Public
                  Shareholders from a financial
                  perspective.

              


         

        	9.  	
                Except
                  as disclosed in the Prospectus, neither the undersigned nor any
                  family
                  member or affiliate of the undersigned will be entitled to receive,
                  and no
                  such person or entity will accept, any compensation, fee (finder’s or
                  otherwise), reimbursement or payment (a) from the Company for services
                  rendered to the Company prior to or in connection with the consummation
                  of
                  a Business Combination, other than reimbursement from the Company
                  for the
                  undersigned’s reasonable out-of-pocket expenses related to identifying,
                  investigating and consummating a Business Combination, or (b) in
                  the event
                  that the undersigned or any family member or affiliate of the undersigned
                  originates a Business Combination.

              


         

        	10.  	
                The
                  undersigned has full right and power, without violating any agreement
                  by
                  which the undersigned is bound (including, without limitation,
                  any
                  non-competition or non-solicitation agreement), to enter into this
                  Letter
                  Agreement and to serve as an officer, director and shareholder
                  of the
                  Company. The undersigned hereby consents to being named in the
                  Prospectus
                  (as determined by the Company).

              


         

        	11.  	
                The
                  undersigned agrees that until the consummation of a Business Combination,
                  the undersigned will not recommend or take any action to amend
                  or waive
                  any provisions of Article
                  [49] of the Company’s amended and restated memorandum and articles of
                  association.
                  

              


         

        	12.  	
                As
                  used herein, (a) a “Business
                  Combination”
                  shall mean the Company’s initial acquisition of, or acquisition of control
                  of, one or more operating businesses, through a merger, stock exchange,
                  stock purchase, asset acquisition, reorganization or other similar
                  business combination, or contractual arrangements, having an aggregate
                  fair market value of at least eighty percent (80%) of the balance
                  held in
                  the Trust Account (less the amount held in the Trust Account representing
                  the deferred underwriting discounts and commissions and taxes payable,
                  but
                  including any amounts paid to redeeming shareholders in connection
                  with
                  the approval of any proposed extension) at the time of the execution
                  of a
                  definitive agreement for the Business Combination; (b) “Existing
                  Shareholders”
                  shall mean the officers, directors and shareholders of the Company
                  prior
                  to the Offering; (c) “Initial
                  Ordinary Shares”
                  shall mean all of the Ordinary Shares owned by an Existing Shareholder
                  prior to the Offering (and shall include any Ordinary Shares issued
                  as
                  dividends with respect to such shares); (d) “Public
                  Shareholders”
                  shall mean the holders of securities issued in the Offering; (e)
                  “Trust
                  Account”
                  shall mean the trust account established for the benefit of the
                  Public
                  Shareholders into which a portion of the net proceeds of the Offering
                  will
                  be deposited; and (f) the “Extended
                  Period”
                  shall mean the additional 12-month period to approve a Business
                  Combination as more specifically described in the Registration
                  Statement.

              


         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        	13.  	
                The
                  undersigned acknowledges and understands that the Company will
                  rely upon
                  the agreements, representations and warranties set forth herein
                  in
                  proceeding with the Offering. Nothing contained herein shall be
                  deemed to
                  render the Underwriters a representative of, or a fiduciary with
                  respect
                  to, the Company, its shareholders, or any creditor or vendor of
                  the
                  Company with respect to the subject matter
                  hereof.

              


         

        	14.  	
                The
                  undersigned hereby agrees to take, or cause to be taken, all actions
                  (including, without limitation, executing all agreements and documents)
                  and to do, or cause to be done, all things necessary, proper or
                  advisable
                  to fulfill the undersigned’s obligations under this Letter Agreement, or
                  as may otherwise be requested or required of the undersigned by
                  the
                  Company. 

              


         

        	15.  	
                This
                  Letter Agreement constitutes the entire agreement and understanding
                  of the
                  parties hereto in respect of its subject matter and supersedes
                  all prior
                  understandings, agreements, or representations by or among the
                  parties
                  hereto, written or oral, to the extent they relate in any way to
                  the
                  subject matter hereof or the transactions contemplated hereby.
                  This Letter
                  Agreement may not be amended, modified or waived as to any particular
                  provision, except by a written instrument executed by all parties
                  hereto.
                  No party hereto may assign either this Letter Agreement or any
                  of its
                  rights, interests, or obligations hereunder without the prior written
                  approval of the other parties hereto. Any purported assignment
                  in
                  violation of this Section 16 shall be void and ineffectual and
                  shall not
                  operate to transfer or assign any interest or title to the purported
                  assignee. This Letter Agreement, the entire relationship of the
                  parties
                  hereto, and any litigation between the parties (whether grounded
                  in
                  contract, tort, statute, law or equity) shall be governed by, construed
                  in
                  accordance with, and interpreted pursuant to the laws of the State
                  of New
                  York, without giving effect to its choice of laws principles. The
                  undersigned hereby agrees that any action, proceeding or claim
                  against the
                  undersigned arising out of, or relating in any way to this Letter
                  Agreement shall be brought and enforced in the courts of the State
                  of New
                  York or the United States District Court for the Southern District
                  of New
                  York, and irrevocably submits to such jurisdiction. The undersigned
                  hereby
                  irrevocably and unconditionally waives the right to a trial by
                  jury in any
                  action, suit, counterclaim or other proceeding (whether based on
                  contract,
                  tort, or otherwise) arising out of, connected with or relating
                  to this
                  Letter Agreement. The undersigned hereby agrees to appoint an agent
                  for
                  the service of process in the State of New York, which such agent
                  shall be
                  reasonably acceptable to the Company and Broadband Capital Management
                  ("Broadband"),
                  to receive, for the undersigned and on the undersigned's behalf,
                  service
                  of process in any proceeding. If for any reason such agent is unable
                  to
                  act as such, the undersigned will promptly (i) notify the Company
                  and
                  Broadband and (ii) appoint a substitute agent reasonably acceptable
                  to
                  each of the Company and Broadband, and nothing in this Letter Agreement
                  will affect the right of either party to serve process in any other
                  manner
                  permitted by law.  This
                  Letter Agreement shall be binding on the undersigned and the undersigned’s
                  respective heirs, personal representatives, successors and assigns.
                  This
                  Letter Agreement shall terminate on the earlier of (a) the expiration
                  of
                  the longest lock-up period applicable to the undersigned’s Initial
                  Ordinary Shares and (b) the liquidation of the Company; provided
                  that such
                  termination shall not relieve the undersigned from liability for
                  any
                  breach of this Letter Agreement prior to its
                  termination.

              


         

      

      
        	 	 	Sincerely,
	 
 	 
 	 
 
	 	 	 
	 	
                
Jhong
                Won Kim


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    
      	Accepted and agreed:	 	 	 
	 	 	 	 
	KOREA MILESTONE ACQUISITION
              CORPORATION 	 	 	 
	 	 	 	 
	By:	 	 	 	 
	 	
              

              Name:
                

              Title:
                

            	 	 	
            


    

     

    
      
        	BROADBAND CAPITAL MANAGEMENT
                LLC
                	 	 	 
	 	 	 	 
	By:	 	 	 	 
	 	
                

                Name:
                  

                Title:
                  

              	 	 	
              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      A

     

    BIOGRAPHICAL
      INFORMATION FURNISHED TO THE COMPANY

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    QUESTIONNAIRES